Ponyville mating season
by MinecraftianKing414
Summary: When Ben get's back to Ponyville from a mission in space, when he get's back things aren't as they were before, especially since it's mating season where nearly every mare is out and about, which is something most stallions try to avoid, but Ben decides to be brave and that get's him into a relationship which he wasn't ready for, and the relationship is with Rainbow Dash.
1. and it begins

**Equestria mating season**

thanks to Jack Hanataro Kamiya i got the idea and motivation to write this story. And there might be some parts the same as his.

now before i begin the story. **disclaimer** : i do not own my little pony Hasbro does and i do not own Ben 10 cartoon network does.

 **chapter 1:**

this is how the story begins

A train(the trains called 'the friendship express') neared Ponyville station. It was a beautiful day outside, with was not unusual for Ponyville. Apart from the occasional apocalyptic situations - real or imagined - it was a nice pleasant town in the valley below the mountains that Canterlot sat on.

It was why two stallions one who was picking up his backpack had chosen to visit his friends, the other picked up his saddlebag and had chosen to raise his family in this small town away from the big season.

"You sure you two want to get off here?" asked the conductor.

"Yes, I live here," chuckled the stallion with the saddlebag.

"And what about you mister?" the conductor asked.

"Who me? oh i also live here but i just got back from an important meeting with Princess Celestia, oh and the names cloud thunder" The pony with the backpack.

"Sir's, I am required by law to inform you that the mating season in this town should be this week. You know how these small rural towns are. But in this town there's mostly mares and few stallions. So you know things get ugly from time to time." the conductor told them.

"Hahahahaha." cloudthunder laughed.

"What's so funny?" asked the conductor.

"That's the thing i'm not a stallion." cloudthunder said.

"Well you look like one so what gives?" asked the stallion with the saddlebag asked.

"I'm not a stallion, i'm a human." cloudthunder told them.

"You're a what?" the conductor asked.

"A human." cloudthunder said.

"What's a human?" they both asked.

Cloudthunder was about to tell them but was stopped by an all to familiar beeping coming from a device his neck, suddenly the carriage was filled with a green light and the stallion that was no longer there instead was a male by what they assumed he had emerald green eyes, he had brown hair, green,black,white shoes,and baggy green trousers( like in the first Ben 10 season, with the same t-shirt as the first season. except the white parts were rainbow colored, he also had a weird watch type thing on his left arm 'it covered his hand and fingers (but it ended like finger less gloves do) and ran up his wrist a bit it had a rainbow clolured criss-cross pattern but it also had a cutie mark that was like rainbow dash's but the cloud looked like it had an upgrade (No pun intended) with green lines and the background of the cloud was blackish and the lightning part of it had three colors in this order: emerald green, yellow,orange. But the strangest thing beside the watch was the strange white and green bag he held in his right hand.

"Hi my name's Ben, Ben Tennyson. And also don't shout, please." Ben said.

"Well since you gave us you're name it's only right to tell you mine my name is Mr. Mash." Mash told them.

"So what are you exactly?" asked the conductor.

"I already told you i'm a human." Ben said.

"We know that but what's with the watch and the white with green lined bag?" mash asked.

Ben told them about the omnitrix. And instead of telling them about the bag he showed them by pressing the omnitrix symbol which when pressed transforms the bag into a white hoverboard with green lines, and got on it then it began to levitate.(which in a world where there is very little technology it was a master piece)

...30 minutes later...

The friendship express pulled into Ponyville station.

"I must remind you about that mating season should be this week just in case you forgot." the conductor said.

"And i better get into my disguise." Ben said as he transformed.

"Cloudthunder!" he yelled out.

" I thought you're name was Ben?" Mash asked Ben.

"Oh, it is but this is my disguise name." Ben said.

" Well i'll say this much the name suits you 'cloudthunder'." Mash said just as the train pulled into the station.

"Well i better go and find Rainbow Dash and it was nice to meet you two. But i got to g-" Ben started but didn't finish because the omnitrix started to act up again by shorting out, making Ben turn human with the hoverboard bag on his back.

"Well good luck you two." said the conductor while Ben was trying to get the watch to work but failed so he reached for his hoverbag.

"I'm married and permanently-mated. So i should be fine but can't say the same for Ben though." Mash said as he pointed to Ben. Who was trying to get his hoverbag off his back.

"Ya, i should be fine since i can transform into different things not just cloudthunder and also since i have a hoverboard which clamps down my feet so i can't fall off it." Ben told them.

"I need you both to sign this release saying you're not holding me or the Royal Railway responsible for what happens the moment you step off the train." The conductor said.

"Geez, you guys," said rolling his eyes. Once they signed the document they stepped off the train. He was supposed to be heading to Manehatten for a business trip. He was always on the road and he thought what better way to surprise his wife than rent a hotel room for a special night during Mating season. He felt like such a smart pony... until.

"You said you were married right?" Ben asked.

"Yes." Mash told him.

"Does that mean you have a kid?" asked Ben.

"Yes i have a kid, and his name is Button Mash." told him.

"Well it was nice to meet you but i gotta dash." Ben said as he stepped onto his hoverboard which clamped down his shoes to prevent him from falling off it. He was just about to fly off but was stopped when someone shouted.

"It's a stallion"

"Get them!"

"No! He's mine!" Yelled 4 Pegasus ponies.

"I didn't get one last season!"

"AGGHH!" screamed as he made a run for the train. The conductor saw the mob of mares who had apparently staked out the station for any poor unsuspecting stallions. He slammed the door shut and the train immediately pulled out to get as far away as possible. Hopefully to a town where the season had already passed on.

desperately looked for safety. He tried the ticket window, but the poor stallion in there had welded steel bars and barricaded the door.

"Let me in!"

"Hell, no! You're on you're own," said the stallion shaking in fear as he was effectively trapped there until the season passed on.

tried to pry open the door until he saw ominous shadows form on the wall. He turned and stared into the hormonal eyes of several dozen mares. His back against the wall he wondered what would happen to him. He suddenly realized he should have had his wife meet him at the station.

Mating Season could be a calm and civilized event in the major cities where there were plenty of stallions and colts, but in the smaller rural towns like Ponyville, males were barely 40 percent of the population and this left many desperate females attacking the men who lived in the town. This forced many to hide making the season even more a time of dread for the male minority.

"Uh, hi ladies, how are you?" Mash asked lamely. "Uh, I'm kinda married!"

"Oh no, we're not falling for that again," said a Pegasus.

"Don't worry. This won't hurt, much." said another mare with a grin that suggested it might. This was the most terrifying part of the season. Once they cornered a male, all sense and higher brain function flew out the window.

"Uh, is that Big Macintosh over there?!" he shouted desperately pointing towards a random direction.

"We're not falling for that either. Every pony knows he has a hiding place he never leaves until the season passes by," said a purple earth pony.(Not twilight) Judging by her scowl, she was probably one of the mares that tried to hunt down Ponyville's most desirable stallion.

"Shouldn't you be teaching class?" asked Mash realizing that is his son's teacher.

"Screw that! I'm getting laid this year!" shouted Miss Cheerilee. She froze and leaned in and sniffed. "Dammit! He wasn't lying."

"Are you sure?" asked a blue unicorn. "I've heard stallions are trying a scented spray to make it seem like they have a perma-mate."

" , you're my dentist! You've met my wife and sons!"

"Oh... Yeah... how are you ?" asked Colgate.

"I've been better. Can i go? I came to surprise my wife." Mash said.

"Aww, that's so sweet of you," said Cheerilee. "Well we'll let you go sorry about the almost raping you thing."

No hint of irony.

"I'm gonna' get out of here," said Mr. Mash.

"Okay, don't forget your check up next month," said Colgate.

"Dammit," said Carrot Top kicking a rock. "Now w'at are we gonna' do y'all?"

"We can try to get to him," suggested Colgate pointing to the station master. She trotted to the steel bars and smiled seductively. "Come on, I promise we'll be gentle."

"Don't make me get my mace!" shouted the terrified stallion.

"Free dental care for the year?"

"I'm not taking that offer ever again! Last time i woke up a week later in some hotel in Las Pegasus and a tattoo i had to pay a lot of money to get removed!"

Colgate grabbed the bars and tried to rip them off causing the whole building to shake. "LET ME BUCKING IN YOU BASTARD! YOU WILL NOT DENY A MARE!"

"Ah Princess Celestia overturned that law decades ago during the Stallion Suffrage Movement!" said the station master as he started to reinforce the barricade.

"AAARRRGGHHH!"

"Hey look, theirs Ben Tennyson talking to !"

"He's mine!" shouted several pegasi as they ran off towards them.

pov change:Ben Tennyson,

I just finished talking to Mash and was about to leave when i heard someone shout out "There's Ben Tennyson." i knew i was spotted as soon as they said that some other ponies yelled out "He's mine!".

"Ben run!" Mash yelled to me.

I didn't need to be told twice, so i jumped onto my hoverboard and started i got high enough just as the ponies got to where i just was.

"Well, well, well, this must be my lucky day!" I said.

"Not today!" four Pegasus ponies yelled out and flew up to match my altitude.

"Aw man,come on, give me a break!" I said putting my right hand to my face for saying that.

"No!" they all yelled.

"Could you at least give me a head start it takes a few seconds for this to warm up?" I asked them.

"Okay you get 10 seconds." One pegasi said.

"That's all i need." I said as i started to charge up the hoverboard (it uses a lot of energy to transform it into a backpack 'a.k.a hoverbag' and the same goes for it transforming back to a hoverboard).

Ten seconds passed with a now fully charged hoverboard.

"Times up!" one pegsi said.

"Get him!" another one said.

"Well if you want me..." I started.

"YES!" they all shouted.

"Then you gotta catch me." i finished as the hoverboard started moving.

"After him!" they all shouted.

i had to duck, swerve, jump, barrel roll just to get out of the way.

I even made it into Ponyville where i immediately ran into about 20 Pegasus ponies looking for mates or the he didn't want to take part in.

...two hours later...

I managed to lose them for now but i didn't want to risk being spotted again so i went into an ally and turned my hoverboard back into the bag mode to save as much energy as possible. and since not many ponies knew of my Pegasus form transformed into cloudthunder.

I came out of the ally way and started to make my way to my house which was on a cloud (and about 20 feet in the air) where i hoped i would be able to get some peace and quiet.

 _Elsewhere_

Mating season varied. It usually occurred in the late spring or summer. It was a time for when fillies and mares looked for a colt or a stallion to mate with. Some looked for a particular mate and others looked for whatever poor man or pony they found first. Mating was an ancient tradition that was instinctual ( meaning they did it by instinct) in every filly born inn Equestria and usually began when they reached age 10. Mating was by no means meant that two ponies would be together forever. For that there was permanent mating, or perma-mating, where the mare marked a stallion as theirs by leaving their scent alerting all others he belonged to some pony-or somebody. Marriage was a more modern concept that made the forming of families had a legal structure, but no law could do anything about the annual rush of hormones that terrorized so many every year.

Therefore the only stallions that dared to walk the streets were either already perma-mated or fearless ones.

"Geez, I'm glad i don't have to deal with that anymore." Said as he looked out the window to see Ben fly past on his hoverboard. (this was before he went cloudthunder)

"Heeeeeeeeeeellllpppp meeeeeeeee!" screamed Noteworthy as a group of mares chased him.

"Hehe, i remember those days," said Mrs. Cake. "Ah, those were the days to be young again."

"Yeah...," said remembering how his wife had slipped some sleeping pills into a cupcake one mating season and fed it to him. He woke up soar and covered in bite marks and in a strange place. It was more of a traumatic memory then a fond one.

"Psst."

looked around and saw Carmel.

"Carrot,please. You have to hide me," he whispered.

"Sweet Celestia, Carmel, what happened to you?" asked Carrot as he opened a window for the stallion to crawl into.

"The Great and powerful Trixie happened to me," he said. He shuttered. "She went five rounds before i passed out."

"Oh my, you poor deary," said . "I'll get you some tea."

"Thanks ," said Carmel. perma-mated mares usually mellow out and tend to not go after other stallions. And Carmel was reasonably sure that she wouldn't rat out his location either.

"How did you get those marks?" asked .

"She... likes to use a whip," Carmel said quietly. His eyes crossed and his lip quivered as he started to remember.

"Really? Thanks Carrot, you're the best!" cried Carmel.

"Is that a stallion?"

Both turned and saw through the window a group of mares.

"Run boy!" screamed as he tried to put himself between the mares running for the door of Sugarcube Corner and Carmel.

Carmel screamed in terror and ran for the back door.

A second later the mares burst through the door. Carrot Cake attempted to block their path, but was trampled by the mob without them seeming to notice.

"Oh Carmel, deary, I have your tea-" said Cup Cake as she returned. "Oh my, did i miss something?"

"Ugh... help me."

"Hmmm, we haven't done it on the floor since we were teenagers."

"If we do, can i get some ice for my back... and face... and the rest of me?"

"Of course, dear," said Cup Cake with an affectionate nuzzle.

no ones pov

 _The Hoove's House_

"Here Doctor, i made muffins," said Derpy.

"Why thank you, Derpy. You make the best muffins," Said Doctor Whooves. He took a large bite that made Derpy smile widely.

"Bye mom, I'm heading out for the season," Derpy's eldest daughter sparkler.

"Okay, have fun sweetie and be home by dark," said Derpy.

"The season?"

"Yeah, mating season. It's this week," Said Dinky who was packing rope, duct tape, and a tranquilizer gun into her saddle bag.

"Aww, my little muffin's all grown up. Going out on her first mating hunt," said Derpy proudly. "Let me get a camera."

"Okay, but hurry mom. i want to find Pipsqueak before the other fillies find him."

The Doctor started to realize what was happening... and that he was in the same building as an unmarried mare. He started to get up and slowly move towards the basement for his TARDIS while Derpy took a picture of her youngest daughter.

"And remember muffin, use the family's eyes. They may not laugh at me, but i can see nearly in all directions. even the direction that the Doctor is trying to sneak away behind my back, but he won't get far because i drugged his muffin."

"You did ... what!?" screamed the Doctor as his eyesight started to get blurry.

"Wow, mom. That's amazing."

Derpy giggled and then grinned evilly. "I'm just a mare who knows what she want's. Now run along and get your first mate. I'm gonna' take care of business here."

"Yay! We're gonna' have a daddy again," cheered Dinky as she bounced to the door and opened it just as Ben was about to knock.

"Hi there, is Derpy home?" Ben asked her.

"Yes she's here and for that matter who are you?" Dinky asked.

"Oh i'm Ben, Ben Tennyson." Ben told her.

*gasp*

"What was it something i said?" Ben asked.

"MOM BEN TENNYSON'S HERE FOR YOU!" Dinky shouted.

"Do you think you could be louder i don't think Canterlot heard you." Ben said sarcastically. Dinky just blushed.

"Hi Ben what's the matter?, and Dinky why don't you go finish packing." Derpy said.

"Okay mom." Dinky replied.

"So Ben what's it going to be this time?" Derpy asked him.

"I'm not here for an order Derpy i'm here to ask you something." Ben told her.

"Oh and what would that be?" Derpy asked.

"Well, uh... um... err... well you see the thing is it's kinda personal." Ben said as he blushed.

"Oh well in that case come on in." Derpy said.

"Thanks." Ben said.

... **inside Derpy's house**...

"So what was it you wanted to ask me?" Derpy asked.

"Well you know what season it is right?" Ben asked her.

"Yes, i know what season it is, and before you ask i already have a stallion in mind." Derpy told him.

"Well, okay but that wasn't what i was going to ask you actually." Ben said awkwardly.

"Oh*blush's* what did you want then?" Derpy asked.

"Well you know it's mating season right." Ben said.

"Yes." Derpy said.

"Well since you're the mail Pegasus i thought that you might have seen the girls, since I've been out of town for awhile?" Ben asked her.

"Well i know where Rainbow Dash, Twilight and pinkie pie are but not the others." Derpy said.

"Well okay thanks for you're help Derpy." Ben said getting up.

"You sure you don't want a muffin for the road sweetheart?" Derpy asked.

"Okay why not." Ben replied.

"Bye Ben." Derpy said as she waved to Ben.

"Bye Derpy and thanks for the muffin, oh and good luck with Doctor Whoves." Ben told her.

"How did you know?" Derpy asked shocked.

"Well you didn't exactly hide him perfectly did you?" Ben asked.

"Well no, C'ya later?" Derpy asked.

"C'ya Derpy." Ben said.

 _Meanwhile_

Scootaloo was racing down the streets on her scooter. she came to a halt when she saw a familiar face.

"Hey, Applebloom, any luck?"

The red maned earth pony scowled. "Nah, Ah ain't gotten on yet. Ah almost got Pipsqueak, but then Dinky showed up and teleported him away."

"Wow, that's pretty advanced magic," said Scootaloo.

"Yeah, well, she teleported him away, but not herself. An' we don't know where she sent him," grumbled Applebloom. "How about Y'all?"

"I got a hold of Featherweight."

"And?"

Scootaloo shrugged. "Eh, i can do better. Pretty disappointing to be honest. I left him tied up for silver spoon... i think we're friends now."

"Well that's somethin'," said Applebloom nonchalantly. "We should'a done this as a group."

"Yeah, but Sweetie already had a mate in mind. We both knew that."

"So lucky. How hard can gettin' Button Mash be?" chuckled Applebloom.

Scootaloo laughed too. "Yeah, with her looks and love of gaming he'll be putty in her hooves and she'll know exactly where to find him."

Both fillies were sure that Sweetie Belle would get her colt with no problems.

 _The Mash's House_

"This is too easy. I thought i'd have to sneak in through a window or something. But now nothing will be between me and my sweet little gaming companion," giggled Sweetie Belle. The young unicorn was out on her first mating season and she had a target in mind. She didn't bring restraints or chloroform like her sister in the past. She brought her computer and games withe her. besides, Button was usually willing to do what she wanted.

"I'm sorry Button, I love you and you're mine. Bwahahahaha!"

It was all perfect as she moved the doormat for the hidden key.

It was gone. There was a note in it's place.

 _Dear Sweetie Belle... or filly desperate enough,_

 _Nice try. I had Princess Twilight cast a shield on my house years ago so it can only be opened with my keys which i took with me. My son is safe and you can't get to him. I've also soundproofed the the house so he can't hear you._

 _I will not allow any filly to take my son until i feel he is ready._

 _Sincerely,_

 _Milano Mash_

Sweetie Belle's face turned bright red in anger.

"Buck! Well if you think that's enough to get between me and my love, you have something coming, . Nothing stops a member of the Unicorn Family when she's i the heat! That's what mom and Rarity always say," said Sweetie Belle suddenly she noticed a postscript.

 _PS: This note will self-destruct._

"Huh?"

Button looked up . He thought he saw a bright flash outside his window. He also thought he heard a high pitch scream of rage, but he shrugged and went back to his game.

 _Thunderlane's house_

"Look, CC I want to help, but i want to find myself a stallion and my keys clearly don't work," said flutter.

"But they have to," whined Cloudchaser desperately as she continued to try to force the keys Flitter used to get into Thunderlane's house when she foal sat Rumble.

"CC, look at the lock. it's new. he must have changed it," Flitter sighed.

"Pinkie pie. what's with the ladder?" asked Flitter.

"I'm going to Pokey's house." Pinkie said with a giggle.

"uh, why the ladder?" asked Cloudchaser.

"Oh, it's really simple," said pinkie.

"It is?"

"Well he's not just going to let me walk through the front door. But i doubt he thought to secure his chimney. So i need this to get on his roof," explained Pinkie.

"Pinkie, you're a genius I love you!"

Pinkie raised an eyebrow and pushed the Pegasus away. "Uh, thanks CC, but contrary to what some people think, i don't swing that way... and if i did i'd probably buck Flitter."

"People? You mean like Ben?" asked Flitter confused.

"Exactly like Ben." Pinkie replied.

"What's wrong with me?" asked Cloudchaser offended.

"Nothing, but i prefer my mares more like Twilight or Fluttershy, if i was into them... though Fluttershy does have a nice flank," said Pinkie thoughtfully. She shrugged and trotted off.

"The nerve of some ponies," growled Cloudchaser.

"Just get your stallion."

"Oh right."

Cloudchaser flew up and then dived into the house through the chimney. Flitter heard three distinctive male screams and grew hopeful.

"Run guys!"

"But i can't leave you!"

"Carmel, take Rumble and get out! i don't want him to see what happens next!"

A few seconds later Carmel burst out the front door carrying a screaming Rumble. Carmel saw Flitter and quickly changed direction. Flitter suddenly realized she let them get away and sighed.

"Oh well, i think Rumble has been traumatized enough," muttered Flitter.

 _Meanwhile Above Ponyville_

A Rainbow skin colored stallion soared through the air. He smiled to himself. He hadn't been out for a leisurely flying session for a few hours without getting chased around Ponyville.

He saw a cloud and fluttered down to it. He pulled out a map realizing he forgot where he was after a hit on the head after the last chase.

"Let's see. i see a river there and a lake there. Okay then i'm in Ponyville," Said Cloudthunder. "Good, now i know where i am. Hmmm, it says here that Ponyville is famous for pies."

And then CT saw it. A pie. It was just sitting 'innocently' on a cloud just below him. There was even a sign that said "Free Pie" next to it. Cloudthunder licked his lips. If he had remembered what was happening in the town below him he would have realized he was heading into an obvious trap... though it should have been a obvious trap regardless. He landed on the cloud and started to chow down. it was delicious, but it had a funny after taste that he couldn't place.

"Hmmm... what is that taste? mint? Cinnamon? ... Peppermint? ... why is everythin' ... gettish sho' blu'ry? Dam'it it's matin' sea-"He then passed out.

From the cloud a head poked out.

"Damn, i can't believe that worked. Hopefully i didn't get some one lame like snowflake," Said a cyan mare with a colorful mane. "Now let's see who i hav- holy bucking shit!"

Rainbow Dash couldn't believe her luck she had caught a pegasus pony that has rainbow skin, and cyan coloured hair. She sank to her needed and put her forehooves together.

"Dear high Goddes Fausticorn, i thank you for giving me a stallion. I'll see you this Sunday," Said Rainbow as she crossed herself in prayer.

 _A Little Later_

"Ugh, where am i?"

"Awake, are you?"

"Aggh!" screamed Cloudthunder when he realized he was under the covers in a strange bed inside a cloud home with a mare.

"Easy there, big guy," said Rainbow rubbing her ears.

"Rainbow Dash, what are you doing?"

"It's mating season, buddy," she said nuzzling him.

"Wait how do you know my name?" she asked.

"Does the name Cloudthunder ring a bell, at all?" Ben asked.

"Ben, who... what... where... how...? How in Equestria did you become me but the opposite?"Rainbow yelled.

"I'll tell you." Ben said.

 _...30 minutes later..._

"Oh."Rainbow said.

"Any way Rainbow why am i here?" Ben asked.

"Wait you forgot? It's mating season Ben." Rainbow said.

"I knew i should have stayed at home today." Ben said face hoofing himself in the face.

"Well if you had done that then we would have never had that magical time together." Rainbow said smirking.

As tomboyish as Rainbow was, there was something very appealing about how she could project herself. Ben shook his head, he was stronger then this.

"You didn't do it to me while i was out did you?" Ben asked hopefully.

"Uh about that*Blushes* i did i i sorta perma-mated us." Rainbow said.

"YOU WHAT!?" Ben yelled.

"I perma-mated us." Rainbow said.

"Oh god!" Ben said slapping himself in the face.

"Now then down to business, are you going to live with me or me live with you?"Rainbow asked.

"Rainbow look you're cute and have a really beautiful, colorful mane and you're a lot of fun and cool, loyal and have some really nice looking wings and a sexy flank and-er, you can live with me if you want to." Ben told her.

*gasp*

"Uggghhhh" Ben said as he was knocked back onto the bed.

"You know how i want to repay you right now?" Rainbow asked.

"No, how do you want to repay me?" Ben asked.

"I want to repay you by doing this!" Rainbow dash said as she jumped at Ben and pinning him down.

"Rainbow what are you do-hummmmppp" Ben tried to say but was stopped by Rainbow suddenly kissing him on the lips.

"Wow." was all Ben could say after they broke off the kiss.

"i know right." Rainbow said.

Suddenly being flipped over by Ben left Dash startled.

Ben started kissing her neck which made her moan in pleasure and her moaning slowly got louder as he made his way down kissing her.

Suddenly Rainbow flipped them around so she was on top.

"My turn." She said seductively to Ben.

She then started to rub her right hoof along the slit where the member would come out which it did it a couple of minutes, she slowly got on her knees and looked at his member was about 10" inches big.

"Come here big boy." Rainbow dash said while she leaped at Ben.


	2. new love

**previously on Ponyville mating season**

"Rainbow what are you do-hummmmppp" Ben tried to say but was stopped by Rainbow suddenly kissing him on the lips.

"Wow." was all Ben could say after they broke off the kiss.

"i know right." Rainbow said.

Suddenly being flipped over by Ben left Dash startled.

Ben started kissing her neck which made her moan in pleasure and her moaning slowly got louder as he made his way down kissing her.

Suddenly Rainbow flipped them around so she was on top.

"My turn." She said seductively to Ben.

She then started to rub her right hoof along the slit where the member would come out which it did it a couple of minutes, she slowly got on her knees and looked at his member was about 10" inches big.

"Come here big boy." Rainbow dash said while she leaped at Ben.

 **chapter 2:**

 _2 hours earlier Button's House_

"You think you have beat me? I've not yet began to fight!" declared Sweetie Belle proudly. She cotorted her face and mustered up all her magic as best as she could. Her face relaxed as she felt the magic flowing. He face was flushed from the strain, but she smiled. She could see the magic barrier over the door now and she could see she was starting to create a rift in it that was big enough that she'd be able to get through.

But then the rift suddenly closed on her and a small explosion catapulted Sweetie across the street right into Ben's arms.

"What are you doing Sweetie?" Ben asked her.

"I-I-I-I was, I was, I was trying to get to Button Mash!" Sweetie Belle said.

"Let me guess, to mate with him?" Ben asked.

"W-W-W- How did you know? and could you please put me down?" Sweetie asked Ben.

"Sure.-" Ben said while putting Sweetie on the ground."And i know you where trying to mate him because it's mating season." Ben told her while putting her down, where she immediately fell down on her face.

"OW." Sweetie said.

Ben laughed at her predicament.

"Well i'll be going now, oh and good luck Sweetie Belle." Ben said flying off on his hoverboard.

"Okay, plan D," said Sweetie. she ran to a nearby house where a sympathetic mare lent the filly a shovel. Once back at the house Sweetie started to tunnel with the plan to get into the basement. She thought this was perfect up to the moment that the magical tree's roots burrowed into her tunnel and hurled her out of it.

"Okay, you want to play rough do you?" Shrieked Sweetie Belle, her voice cracking as usual when she got overexcited or upset.

Button didn't seem to notice that the tree by his house burst into flames.

 _Ponyville Station_

"Please?"

"No."

"Please?"

"No."

"Pretty please."

"I'll be your best friend."

"Okay, how old do you think i am, Colgate?" demanded the station master.

"I'm desperate!" whined Colgate as she anxiously waited.

"Oh that makes me feel good about myself. We stallions are nothing but cake to you mares! Just pretty and to be devoured! And then you never think about us again or call us!"

Colgate was taken aback. She looked at him. "I don't understand."

"You were in the heat and i felt bad because it looked painful for you and i thought you were cute and what do you do?! You had your way and let half the mares in town do the same. And you never call me except to remind me i have an appointment!" Screamed the stallion. And looked away and mumbled, "I thought you thought i was special..."

Colgate looked at the stallion. She reached through the opening in the ticket window and touched his hoof.

"I'm sorry. I shouldn't have done that."

"...thanks. I'll take your apology."

"Will you let me in now?" asked Colgate eagerly.

"Go to hell!" shouted the stallion.

"LET ME IN!" screamed Colgate as she shook the whole building again.

"We should be recording this," said Berry Punch.

"Don't hog all the popcorn," said Rose Luck.

 _Ponyville_

Carmel looked around to make sure the coast was clear.

"Almost makes me nostalgia for the time those zombies emerged from the Everfree Forest," said the nervous stallion. "Come on, Ruble. I promised i'd keep you safe."

Rumble sniffed. He was worried about his brother. What was Cloudchaser doing to him?

"Okay, i see Pokey's house. I think we'll be safe there."

"You sure?"

"I don't know, kid. I just don't know..."

They crept towards the house. They made it to the back door. carmel knocked. Immediately it opened.

"Sorry guys, Pokey is busy at the moment. Oh hi, Carmel. I think AJ is looking for you," said Pinkie Pie.

Carmel's eyes crossed. "Pinkie! What are you doing here?!"

"Having sex with Pokey, duh," said Pinkie Pie who was being a little explicit for the writers liking.

"Hey, if you don't like it, you shouldn't have started this story." said Pinkie.

"Who are you talking to?" asked Rumble.

"Anyways, I'll call AJ and let you know you're here. You want to wait inside?" asked Pinkie as she pulled out her cell phone.

"Uh, hehe, no t-that's o-k-kkay, Pinkie. I have to go now and uh, take Rumble to Vanhoover," stuttered Carmel.

"Okay, but i think Miss Cheerilee wants a word first."

"Huh?"

 **Whamp!**

Cheerilee nailed Carmel in the back of the head with a 2x4 knocking him unconscious. She grabbed him by the tail and started dragging him away. She paused and looked at Rumble. She then smiled brightly and said, "Oh hi Rumble. I finished grading your test last night and some pony is getting an A."

"Uh, thanks?"

"Oh, Rumble, don't thank me. You did all the hard work. Keep up the good work," said the purple mare as she dragged the pony away.

Rumble was alone now.

He looked around. There was no pony in sight. No one to save him now.

"Aha!" shouted a triumphant voice. He turned and saw Scootaloo. "Just try and run from me, Rumble! I learned how to hunt and mate from my big sis Rainbow Dash."

Rumble looked around he was still completely alone. Scootaloo couldn't fly, but she was very fast on that scooter and would probably catch him. Besides, there were other fillies that could fly. At least he could just limit himself to one.

"Will it hurt?" he asked.

Scootaloo was taken aback. She was expecting more resistance. "Huh? Uh, i guess if i don't tie you up."

"Okay, let's do this then," said Rumble, he was sick of running. He got onto the back of her scooter. "Lead the way."

Scootaloo was dumbfounded but raced off for a private place. She grinned brightly. _Wow, Rainbow's taught me well. I'm so sexy i got a colt to come willingly._

 _Elsewhere_ we see Ben flying on his hoverboard with a scared look on his face, and he should be.

"Wow!" Ben said as a rock flew by his head missing him by inches.

"Hey watch where you're throwing those!" Ben yelled to the Pegasus pony that was chasing him.

"Get back here i want to be the mare who mated with a human, so GET BACK HERE NOW!" the Pegasus yelled as she threw another rock, but this time hitting Ben on the head knocking him out.

' **BEEP, BEEP, BEEP, BEEP** ' the hoverboard started losing altitude and control, and started heading towards the ground.

"What the?" the Pegasus asked.

 _10 seconds later_

 **BOOOOM!**

Ben and the hoverboard crashed into the ground with a giant hole where he landed.

Ben was okay except for a slight memory loss but the board was cracked, damaged, and broken in half.

 _present time_

"Rainbow what are you do-hummmmppp" Ben tried to say but was stopped by Rainbow suddenly kissing him on the lips.

"Wow." was all Ben could say after they broke off the kiss.

"i know right." Rainbow said.

Suddenly being flipped over by Ben left Dash startled.

Ben started kissing her neck which made her moan in pleasure and her moaning slowly got louder as he made his way down kissing her.

Suddenly Rainbow flipped them around so she was on top.

"My turn." She said seductively to Ben.

She then started to rub her right hoof along his member which would get hard and it did it a couple of minutes, she slowly got on her knees and looked at his member was about 10" inches big.

"Come here big boy and mate with me." Rainbow dash said while she leaped at Ben.

Hearing that sent Ben over the edge and he began pressing against Rainbow's flower.

"Oh great Equestria!" Rainbow cried as Ben slid his member deep into her.

Ben quickly set rhythmic pace, sliding in and out.

"OH, yes. Rainbow!" Ben cried when his lovers insides wrapped around his member as hot, moist velvet.

"Ben! Ben! Harder. Please! Harder!" Rainbow begged.

Ben did his best to please his lover, increasing the pace. They pressed their bodies together, feeling the heat coming for the other. A passionate kiss with intertwined tongues melted together. Hot jets of heavy breaths coated their chests and their faces adding to the pleasure.

"Ben!" Dash cried as she tried digging deeper with short rapid thrusts.

"I love you, Ben!"

"I love you, Dash!"

Ben kept the pressure building in her loins at bay for a long time but she couldn't hold it for much longer. Dash wrapped her legs around Ben's waist and his arms around her shoulders in an attempt to get closer.

"Dash! I can't hold it!"

"A little longer! Just a little longer, Ben!"

Ben mustered all his strength to keep on going but his dams where quickly cracking and crumbling.

"RAINBOW!" he cried in a strained voice, pressing his teeth together.

"Yes, Ben! Yeees! NOW, Ben! LOOK ME IN THE EYES, BEN! LET GO! NOOOW!"

Ben had sweat pouring off him as he opened his eyes and looked into Rainbow's eyes as they both caved under the pressure. Ben forced his eyes open as he felt the rush in his loins, causing his hips to buck, trying to get deeper into Rainbow as he launched stream after glowing hot stream of seed into her womb. Rainbow felt the hot seed injecting into her and she screamed as the shook in an earthquake of an orgasm. The firmly held their eyes locked in each other as orgasmic waves rivalling storms and cyclones ripped through their frail bodies and their souls finally merged in a fiery display of flashes and colors that ended in the purest light of oblivion.

Spent and exhausted, Rainbow Dash and Ben awoke in each others arms. Sweaty and sticky but they didn't care.

"That was..." Ben began, "Sooo off the scale"

"Yeah" Dash agreed, "That beat flying by miles... Light-years"

Ben's last action before he fell asleep again was to kiss his new love and new per-mate, lightly and gently. Rainbow Dash embraced Ben in a spoon and pulled the covers over them and closed his eyes.


End file.
